Common use of Replacement/Refinancing Clause in Contracts

Replacement/Refinancing. If at any time in connection with or after the Discharge of Term Loan Obligations, PNI. enters into any replacement of the Term Loan Facility secured by all or a portion of the Term Priority Collateral (as defined in the ABL Intercreditor Agreement) on a first-priority basis or all or a portion of the ABL Priority Collateral (as defined in the ABL Intercreditor Agreement) on a second-priority basis (or, following the Discharge of ABL Obligations (as defined in the ABL Intercreditor Agreement), on a first-priority basis), respectively, then (i) such prior Discharge of Term Loan Obligations shall automatically be deemed not to have occurred for all purposes of the this Agreement, the Term Loan Facility, the Indenture and the Collateral Documents, and (ii) the obligations under such replacement Term Loan Facility shall automatically be treated as Term Loan Obligations for all purposes of this Agreement, including for purposes of the Lien Priorities and rights in respect of the Collateral (or the applicable portion thereof) set forth herein. If at any time in connection with or after the Discharge of Notes Obligations, PNI enters into any replacement of the Notes Obligations secured by all or a portion of the Term Priority Collateral on a second-priority basis or all or a portion of the ABL Priority Collateral on a third-priority basis, respectively, then (i) such prior Discharge of Notes Obligations shall automatically be deemed not to have occurred for all purposes of the Agreement, the Term Loan Facility, the Indenture and the Collateral Documents, and (ii) such replacement Notes Obligations shall automatically be treated as Notes Obligations for all purposes of this Agreement, including for purpose of the Lien Priorities and rights in respect of the Collateral set forth herein. Notwithstanding anything to the contrary contained herein, in connection with any refinancing or replacement contemplated by the foregoing, this Agreement may be amended at the request and sole expense of the Borrower, and without the consent of any lender under the Term Loan Facility, the Term Loan Administrative Agent, the Notes Trustee or a Noteholder, (a) to add parties (or any authorized agent or trustee therefor) providing any such refinancing or replacement indebtedness in compliance with this Agreement and (b) to establish that Liens on any Collateral securing such refinancing or replacement Indebtedness shall have the same priority (or junior priority) as the Liens on any Collateral securing the Indebtedness being refinanced or replaced.

Replacement/Refinancing. If at any time in connection with or after the Discharge of ABL Obligations, PNI enters into any replacement of the ABL Facility secured by all or a portion of the ABL Priority Collateral on a first-priority basis or all or a portion of the Term Priority Collateral on a third-priority basis (or, following the Discharge of Term Loan Obligations or the Discharge of Notes Obligations, on a second-priority basis), then such prior Discharge of ABL Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement, the Term Facilities, the ABL Facility, the ABL Collateral Documents and the Term Collateral Documents, and the obligations under such replacement ABL Facility shall automatically be treated as ABL Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of the ABL Priority Collateral or the Term Priority Collateral (or the applicable portion thereof) set forth herein. Notwithstanding any replacement or refinancing of the ABL Facility or the entering into of a new ABL Facility (whether or not such replacement or refinancing of the ABL Facility immediately follows any prior discharge of the ABL Facility previously in existence), the Term Obligations shall be, in addition to being secured by the Term Priority Collateral, secured by the ABL Priority Collateral, it being understood that during the period the ABL Facility is not in existence (i) if the Discharge of Term Loan Obligations shall not have occurred, the Term Loan Obligations will be secured by a first-priority Lien, and the Notes Obligations will be secured by a second-priority Lien, in all of the Collateral and (ii) if the Discharge of Term Loan Obligations shall have occurred, the Notes Obligations will be secured by a first-priority Lien in all of the Collateral (in any such instance, subject to Liens permitted pursuant to the refinancing Notes Documents). If at any time in connection with or after the Discharge of Term Loan Obligations or Notes Obligations, PNI. as the case may be, PNI enters into any replacement of the Term Loan Facility Obligations or the Notes Obligations, as the case may be, secured by all or a portion of the Term Priority Collateral (as defined in the ABL Intercreditor Agreement) on a firstfirst- or second-priority basis basis, as applicable, or by all or a portion of the ABL Priority Collateral (as defined in the ABL Intercreditor Agreement) on a second-priority basis (or, following the Discharge of ABL Obligations (as defined in the ABL Intercreditor Agreement), on a firstsecond- or third-priority basis), respectivelyas applicable, then (i) such prior Discharge of Term Loan Obligations or Notes Obligations, as the case may be, shall automatically be deemed not to have occurred for all purposes of the this Agreement, the Term Loan FacilityFacilities, the Indenture ABL Facility and the Collateral Documents, and (ii) the obligations Obligations under any such replacement Term Loan Facility shall automatically be treated as Term Loan Obligations for all purposes of this Agreement, including for purposes of the Lien Priorities priorities and rights in respect of the Term Priority Collateral or the ABL Priority Collateral (or the applicable portion thereof) set forth herein. If at Notwithstanding any time replacement or refinancing of any Term Facility or the entering into of a new Term Facility (whether or not such replacement or refinancing of the applicable Term Facility immediately follows any prior discharge of the Term Facility previously in connection with existence), the ABL Obligations shall be, in addition to being secured by the ABL Priority Collateral, secured by the Term Priority Collateral, it being understood that during the period one or after both of the Term Facilities is not in existence (i) if the Discharge of Notes ObligationsTerm Obligations shall not have occurred, PNI enters into any replacement of the Notes ABL Obligations will be secured by all or a portion of first-priority Lien in the ABL Priority Collateral and a second-priority in the Term Priority Collateral on a second-priority basis or all or a portion of the ABL Priority Collateral on a third-priority basis, respectively, then (i) such prior Discharge of Notes Obligations shall automatically be deemed not to have occurred for all purposes of the Agreement, the Term Loan Facility, the Indenture and the Collateral Documents, and (ii) such replacement Notes if the Discharge of Term Obligations shall automatically have occurred, the ABL Obligations will be treated as Notes Obligations for secured by a first-priority Lien in all purposes of this Agreement, including for purpose of the Lien Priorities and rights in respect of the Collateral set forth herein(in any such instance, subject to Liens permitted pursuant to the refinancing ABL Documents). Notwithstanding anything to the contrary contained herein, in connection with any refinancing or replacement contemplated by the foregoing, this Agreement may be amended at the request and sole expense of the Borrower, and without the consent of any lender under any Term Facility or the Term Loan ABL Facility, the Term Loan Administrative Agent, the ABL Administrative Agent, any Noteholder or the Notes Trustee or a NoteholderTrustee, (a) to add parties (or any authorized agent or trustee therefor) providing any such refinancing or replacement indebtedness in compliance with this Agreement and (b) to establish that Liens on any Collateral securing such refinancing or replacement Indebtedness shall have the same priority (or junior priority) as the Liens on any Collateral securing the Indebtedness being refinanced or replaced.